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304.37-505 Reorganization of domestic mutual insurance company by
forming mutual insurance holding company -- Hearing -- Approval.
(1)
(2)
(3)
(4)
A domestic mutual insurance company, upon approval of the commissioner,
may reorganize by forming an insurance holding company based upon a
mutual plan and continuing the corporate existence of the reorganizing
insurance company as a stock insurance company. The commissioner, after a
public hearing conducted in accordance with KRS Chapter 13B, if satisfied that
the interests of the policyholders are properly protected and that the plan of
reorganization is fair and equitable to the policyholders, may approve the
proposed plan of reorganization and may require as a condition of approval
modification of the proposed plan of reorganization as the commissioner finds
necessary for the protection of the policyholders' interests. A reorganization
under this section is subject to KRS 304.37-120(1), (2), (3), (6), and (7). The
commissioner shall retain jurisdiction over a mutual insurance holding company
organized under this section to assure that policyholder interests are protected.
All of the initial shares of the capital stock of the reorganized insurance
company shall be issued to the mutual insurance holding company. The
membership interests of the policyholders of the reorganized insurance
company shall become membership interests in the mutual insurance holding
company. Policyholders of the reorganized insurance company shall be
members of the mutual insurance holding company in accordance with the
articles of incorporation and bylaws of the mutual insurance holding company.
The mutual insurance holding company shall at all times own a majority of the
voting shares of the capital stock of the reorganized insurance company.
A domestic mutual insurance company, upon the approval of the
commissioner, may reorganize by merging its policyholders' membership
interests into a mutual insurance holding company formed under this section
and continuing the corporate existence of the reorganizing insurance company
as a stock insurance company subsidiary of the mutual insurance holding
company. The commissioner, after a public hearing conducted in accordance
with KRS Chapter 13B, if satisfied that the interests of the policyholders are
properly protected and that the merger is fair and equitable to the
policyholders, may approve the proposed merger and may require as a
condition of approval modification of the proposed merger as the commissioner
finds necessary for the protection of the policyholders' interests. A merger
under this section is subject to KRS 304.37-120(1), (2), (3), (6), and (7). The
commissioner shall retain jurisdiction over a mutual insurance holding company
organized under this section to assure that policyholder interests are protected.
A merger of policyholders' membership interests in a mutual insurance
company into a mutual insurance holding company shall be deemed to be a
merger of the insurance companies under Subtitle 37 of KRS Chapter 304.
Effective:July 15, 2010
History: Amended 2010 Ky. Acts ch. 24, sec. 1487, effective July 15, 2010. -Created 1998 Ky. Acts ch. 546, sec. 2, effective July 15, 1998.
Legislative Research Commission Note (5/7/99). Under KRS 7.136(1)(h), the
phrases "the interest of policyholders" and "plan or reorganization" in the second
sentence of subsection (1) of this statute have been changed to "the interests of
policyholders" and "plan of reorganization" to correct manifest clerical or
typographical errors.
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